Xx Violation. Notwithstanding any provision to the contrary contained in this Agreement, the Company and the Manager on behalf of the Company shall not be required to make a Distribution to any Member on account of its interest in the Company if such Distribution would violate Section 18-607 of the Delaware Act or other applicable law.
Xx Violation. The execution, delivery and performance of this Agreement by Purchaser, and the purchase of the Ownership Interests pursuant hereto, do not violate any laws, regulations, orders, decrees or agreements binding upon or affecting Purchaser or this transaction.
Xx Violation. The execution, delivery and performance by Borrower of each of the Loan Documents do not, to the best of Borrower's knowledge, violate any provision of any law or regulation, and do not contravene any provision of the Articles of Incorporation or By-Laws of Borrower, or result in any -------------- * Confidential Treatment Requested breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower may be bound.
Xx Violation. Except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) the Stockholder Approval, (c) compliance with and filings under the HSR Act and any other Antitrust Law, and (d) any violation, conflict, breach or default resulting from Parent or the Merger Sub being party to this Agreement or the Ancillary Documents, the execution and delivery by the Company of this Agreement and the Ancillary Documents to which the Company is or will be a party, the consummation of the Contemplated Transactions by the Company and compliance with the terms of this Agreement and the Ancillary Documents to which the Company is or will be a party do not (i) conflict with or violate (1) any provision of the Company Certificate of Incorporation or the bylaws of the Company, or (2) the certificate or articles of incorporation, bylaws, or other similar organizational documents of any other member of the Company Group, (ii) assuming that all consents, approvals and authorizations contemplated by Section 3.5 have been obtained and all filings described therein have been made, conflict with or violate any Law or Order applicable to the Company Group, (iii) violate or result in a breach of or constitute a default under, or require the consent of any third party under, or give rise to any right of termination, modification or acceleration or to charge any fee, penalty or similar payment to any member of the Company Group under any Material Contract to which any member of the Company Group is now a party or by which any of its properties or assets are bound or affected, or (iv) result in the imposition or creation of any Lien upon or with respect to any of the Common Stock or Options (other than any such Liens created by or on behalf of Parent or Merger Sub or any Permitted Liens), except, in the case of clauses (ii), (iii), or (iv) as would not be material to the Company Group, taken as a whole.
Xx Violation. Executive warrants that the execution and delivery of this Agreement and the performance of his duties hereunder will not violate the terms of any other agreement to which he is a party or by which he is bound. Additionally, Executive warrants that Executive has not brought and will not bring to the Company or use in the performance of Executive's responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he is not and, since the commencement of Executive's employment with the Company has not been a party to any employment, proprietary information, confidentiality, or noncompetition agreement with any of Executive's former employers which remains in effect as the date hereof. The warranties set forth in this Section 6 shall survive the expiration or termination of the other provisions of this Agreement.
Xx Violation. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a violation or breach of the Governing Documents of Buyer.
(b) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or ruling of any Governmental Authority to which Buyer is subject; or (ii) conflict with, result in a breach or default of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, Contract, lease, instrument, indenture or other arrangement to which Buyer is a party.
Xx Violation. Except for any violation, conflict, breach or default resulting from Parent or the Merger Sub being party to this Agreement or the Ancillary Documents, the execution and delivery by Topco of this Agreement and the Ancillary Documents to which Topco is or will be a party, the consummation of the Contemplated Transactions by Topco and compliance with the terms of this Agreement and the Ancillary Documents to which Topco is or will be a party do not (a) conflict with or violate any provision of the certificate of incorporation or bylaws of Topco, or (b) assuming that all consents, approvals and authorizations contemplated by Section 3.5 have been obtained and all filings described therein have been made, conflict with or violate in any material respect any Law or Order applicable to Topco or by which its properties are bound.
Xx Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate or be in conflict with, or constitute a default under, or cause the acceleration of the maturity of any debt or obligation pursuant to, any agreement or commitment to which TTOYS is a party or by which TTOYS is bound, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority.
Xx Violation. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Documents to which each is a party, consummation of the Contemplated Transactions that are required to be performed by each and compliance with the terms of this Agreement and the Ancillary Documents to which each is a party will not (i) conflict with or violate any provision of the certificate of incorporation, bylaws or similar organizational documents of Parent or Merger Sub, or (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.4 have been obtained and all filings described therein have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any properties of Parent or Merger Sub are bound or affected, except as would not reasonably be expected to prevent or materially delay consummation of the Contemplated Transactions or the performance by Parent or Merger Sub of any of their material obligations under this Agreement or the Ancillary Documents.
Xx Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority, except in the case of any contravention that would not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party or any of its Restricted Subsidiaries pursuant to the terms of (x) the Senior Secured Notes Indenture, (y) after the execution and delivery thereof, the Permitted Subordinated Debt Documents, the Permitted Unsecured Debt Documents, Parity Lien Documents, Junior Lien Documents and any Permitted Refinancing Debt Documents in respect of the Senior Secured Notes, the Permitted Subordinated Debt and the Permitted Unsecured Debt, in any such case to the extent governing Indebtedness in an aggregate outstanding principal amount equal to or greater than $20,000,000, and (z) any other indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement, contract or instrument, in each case to which any Credit Party or any of its Restricted Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject, except, in the case of the preceding subclause (x), for any contravention, breach, default, lien and/or conflict, that would not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party.
